Pursuant to the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware (the “G.C.L.”) the undersigned, Robert B. Goergen,
the Chairman and Chief Executive Officer of Blyth, Inc., a corporation
organized and existing in the State of Delaware (the “Corporation”), does
hereby certify as follows:

FIRST: The
name of the Corporation is Blyth, Inc. The Corporation was
originally incorporated under the name “Candle Corporation of
America.” The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of Delaware on September 9,
1977. A Restated Certificate of Incorporation was filed with the Secretary of
State of Delaware on May 13, 1994 (the “Restated Certificate”). A
Certificate of Amendment of the Restated Certificate of Incorporation was filed
with the Secretary of State of Delaware on June 14, 2000. A
Certificate of Amendment of the Restated Certificate of Incorporation was filed
with the Secretary of State of Delaware on January 30, 2009.

SECOND: This
Amended and Restated Certificate of Incorporation restates, integrates and
amends the Restated Certificate, as heretofore amended and supplemented, and
has been duly adopted by the Board of Directors and the stockholders of the Corporation
in accordance with the provisions of Sections 242 and 245 of the G.C.L.

THIRD: The
capital of the Corporation will not be reduced under or by reason of the
amendments to the Certificate of Incorporation effected
hereby.

FOURTH: The
text of the Certificate of Incorporation, as heretofore amended and
supplemented, is hereby further amended and restated to read as herein set
forth in full:

ARTICLE
I

Name

The name of the
Corporation is Blyth, Inc. (hereinafter referred to as the “Corporation”).

ARTICLE
II

Address; Registered Agent

The address of the
Corporation’s registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of its registered agent at
that address is The Corporation Trust Company.

ARTICLE
III

Purpose

The purpose of the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the G.C.L.

1

ARTICLE
IV

Capitalization

Section 1.The aggregate number of shares of all classes of
capital stock which the Corporation is authorized to issue (sometimes
hereinafter collectively referred to as the “Capital Stock”) is 60,000,000
shares, of which: (i) 10,000,000 shares shall be
preferred stock, $0.01 par value per share (hereinafter referred to as the
“Preferred Stock”); and (ii) 50,000,000 shares shall be common stock, $0.02 par
value per share (hereinafter referred to as the “Common Stock”).

Section 2.Pursuant to Section 151 of the G.C.L., a
statement of the designations, powers, preferences and rights, and the
qualifications and restrictions thereof, in respect of each class of Capital
Stock is as follows:

APREFERRED STOCK

The Board of Directors
is hereby expressly authorized at any time, and from time to time, to provide
for the issuance of shares of Preferred Stock in one or more series, with such
voting powers, full or limited, or no voting powers, and with such
designations, preferences and relative, participating, optional or other
rights, and qualifications or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue thereof
adopted by a majority of the Board of Directors then in office and the
certificate of designations filed under the G.C.L. setting forth such
resolution or resolutions, including (without limiting the generality thereof)
the following as to each such series:

(i)

the designation of such series;

(ii)

the dividends, if any, payable
with respect to such series, the rates or basis for determining such
dividends, any conditions and dates upon which such dividends shall be
payable, the preferences, if any, of such dividends over, or the relation of
such dividends to, the dividends payable on the Common Stock or any other
series of Preferred Stock, whether such dividends shall be noncumulative or
cumulative, and, if cumulative, the date or dates from which such dividends
shall be cumulative;

(iii)

whether shares of such series
shall be redeemable at the option of the Board of Directors or the holder, or
both, upon the happening of a specified event and, if redeemable, whether for
cash, property or rights, including securities of the Corporation, the time,
prices or rates and any adjustment and other terms and conditions of such
redemption;

(iv)

the terms and amount of any
sinking, retirement or purchase fund provided for the purchase or redemption
of shares of such series;

(v)

whether or not shares of such
series shall be convertible into or exchangeable for shares of Common Stock
or any other series of Preferred Stock, at the option of the Corporation or
of the holder, or both, or upon the happening of a specified event and, if
provision be made for such conversion or exchange, the terms, prices, rates,
adjustments and any other terms and conditions thereof;

(vi)

the extent, if any, to which the
holders of shares of such series shall be entitled to vote with respect to
the election of Directors or otherwise, including, without limitation, the
extent, if any, to which such holders shall be entitled, voting as a series
or as a part of a class, to elect one or more Directors upon the happening of
a specified event or otherwise;

(vii)

the restrictions, if any, on the
issue or reissue of shares of such series or any other series;

2

(viii)

the extent, if any, to which the
holders of shares of such series shall be entitled to preemptive rights; and

(ix)

the rights of the holders of shares of such series upon the
liquidation of the Corporation or any distribution of its assets.

BCOMMON STOCK

1.Designation and Amount. The authorized number of shares of Common Stock shall
be 50,000,000.

2.Dividends and Distributions. No payment of dividends or distributions shall be
made to the holders of shares of Common Stock unless and until the holders of
shares of Preferred Stock receive any preferential amounts to which they are
entitled under this ARTICLE IV or in the resolution or resolutions providing
for the issue of shares of Preferred Stock. Subject to the
limitation set forth in the preceding sentence of this Paragraph 2 and except
as otherwise provided by this Amended and Restated Certificate of Incorporation
or in the resolution or resolutions providing for the issue of shares of
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive such dividends and distributions as may be declared upon such shares of
Common Stock from time to time by a resolution or resolutions adopted by the
Board of Directors.

3.Voting Rights. All
holders of Common Stock shall be entitled to notice of any stockholders’
meeting. Subject to the provisions of any applicable law and except
as otherwise provided in this Amended and Restated Certificate of Incorporation
or by the resolution or resolutions providing for the issue of shares of
Preferred Stock, all voting rights shall be vested solely in the Common
Stock. The holders of shares of Common Stock shall be entitled to
vote upon the election of Directors and upon any other matter submitted to the
stockholders for a vote. Each share of Common Stock issued and
outstanding shall be entitled to one noncumulative vote. A fraction
of a share of Common Stock shall not be entitled to any voting rights
whatsoever.

4.Liquidation, Dissolution or Winding Up. Except as otherwise provided in
this Amended and Restated Certificate of Incorporation and subject to the
rights of holders, if any, of Preferred Stock to receive preferential
liquidation distributions to which they are entitled under this ARTICLE IV or
under the resolution or resolutions providing for the issue of shares of
Preferred Stock, in the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, after payment or provision
for payment of the debts and liabilities of the Corporation, all assets of the
Corporation shall be shared pro rata among the holders of the Common
Stock.

5.No Preemptive Rights. No holder of shares of Common Stock shall as such
holder have any preemptive right to purchase or subscribe to shares of Common
Stock or shares or other securities convertible into or exchangeable for or
carrying rights or options to purchase or subscribe to shares of Common Stock.

Section 3.Except as otherwise provided in this Amended and
Restated Certificate of Incorporation or by applicable law, the Capital Stock,
regardless of class, may be issued for such consideration and for such
corporate purposes as the Board of Directors may from time to time determine by
a resolution or resolutions adopted by a majority of the Board of Directors
then in office.

ARTICLE
V

Board of Directors; Stockholders’ Meetings

Section 1.The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

3

Section 2.The Board of Directors shall consist of not less
than three persons, the exact number to be fixed from time to time by the Board
of Directors pursuant to a resolution adopted by a majority of Directors then
in office.

Section 3.Notwithstanding anything to the contrary
contained in this Amended and Restated Certificate of Incorporation, any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if all of the members
of the Board of Directors or such committee, as the case may be, then in office
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee. Members
of the Board of Directors or any committee thereof designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or of such
committee, as the case may be, by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

Section 4.The directors, other than those who may be
elected by the holders of any Preferred Stock, shall, commencing with the
annual meeting of stockholders scheduled to be held in calendar year 2011 (the
“2011 Annual Meeting”), be elected at each annual meeting of stockholders for a
term expiring at the next annual meeting of stockholders following their
election and shall remain in office until their successors shall have been
elected and qualified or until their earlier death, resignation, retirement,
disqualification or removal. The term of office of each director serving on the
Board of Directors immediately prior to the election of directors at the 2011
Annual Meeting (other than any directors elected by holders of Preferred Stock)
shall expire at the 2011 Annual Meeting, notwithstanding that any such director
may have been elected for a term that extended beyond the date of the 2011
Annual Meeting, but such director may remain in office beyond the expiration of
such term expiring at the 2011 Annual Meeting until a successor is elected and
qualified or until such director’s earlier death, resignation, retirement,
disqualification or removal. Any Director elected to fill a vacancy
resulting from an increase in the number of directors or from the death,
resignation, retirement, disqualification or removal of a Director or other
cause shall hold office for a term expiring at the next annual meeting of
stockholders following his or her appointment to the Board of Directors or
until such director’s earlier death, resignation, retirement, disqualification
or removal.

Section 5.Subject to the rights of the holders of
Preferred Stock, any vacancy in the Board of Directors caused by death,
resignation, removal, retirement, disqualification or any other cause
(including an increase in the number of Directors) may be filled solely by
resolution adopted by a majority of the Board of Directors then in office,
whether or not such majority constitutes less than a quorum, or by a sole
remaining Director;providedhowever, that any vacancy created by a removal of a Director pursuant to
Section 6 of this ARTICLE V may be filled by action of the stockholders taken
at the same meeting at which the vacancy was created; such action to be upon
the affirmative vote of the holders of not less than a majority of the voting
power of the outstanding Capital Stock entitled to vote in the election of
Directors, voting as a single class.

Section 6.Subject to the rights of holders of Preferred
Stock to elect Directors or to remove Directors so elected, a duly elected
Director of the Corporation may be removed from such position with or without
cause; any such removal may be effected only by the affirmative vote of the
holders of at least a majority of the voting power of the outstanding Capital
Stock entitled to vote in the election of Directors, voting as a single class.

Section 7.Except as otherwise provided by applicable law
or by this Amended and Restated Certificate of Incorporation, a majority of the
Board of Directors then in office at the time of a duly assembled meeting shall
be necessary to constitute a quorum and be sufficient for the transaction of
business, and the act of a majority of the Directors present at such meeting
shall be the act of the Board of Directors.

Section 8.Except as otherwise provided by law, at any
annual or special meeting of stockholders only such business shall be conducted
as shall have been properly brought before the meeting. Except as
otherwise provided in this ARTICLE V, in order to be properly brought before
the meeting, such business must have either been: (A) specified in
the written notice of the meeting (or any supplement thereto) given to the
stockholders of record on the record date for such meeting by or at the
direction of the Board of Directors; (B) brought before the meeting at the
direction of the Chairman, the Chief Executive Officer, the President or the
Board of Directors; or (C) specified in a written notice given by or on behalf
of a stockholder of record on the record date

4

for such meeting entitled to vote thereat or a duly
authorized proxy for such stockholder, in accordance with all of the following
requirements. A notice referred to in clause (C) of the preceding
sentence must be delivered personally to, or mailed to and received at, the
principal executive office of the Corporation, addressed to the attention of
the Secretary, not later than the earlier to occur of (x) the date which is 60
days prior to the meeting and (y) the date determined by the Corporation in
compliance with the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as the last date on which stockholder proposals may be submitted to the
Corporation for inclusion in the Corporation’s proxy materials with respect to
the meeting in question; provided, however, that in the event that less than 60
days’ notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth day following the
day on which such notice of the date of the annual or special meeting was
mailed or such public disclosure was made, whichever first
occurs. Such notice referred to in clause (C) of the first sentence
of this Section 8 shall set forth: (i) a
full description of each such item of business proposed to be brought before
the meeting and the reasons for conducting such business at such meeting; (ii)
the name and address of the person proposing to bring such business before the
meeting; (iii) the class and number of shares held of record, held beneficially
and represented by proxy by such person as of the record date for the meeting
(if such date has then been made publicly available) and as of the date of such
notice; (iv) if any item of such business involves a nomination for Director,
all information regarding each such nominee that would be required to be set
forth in a definitive proxy statement filed with the Securities and Exchange
Commission (the “Commission”) pursuant to the Exchange Act, or any successor
thereto, and the written consent of each such nominee to serve if elected; (v)
any material interest of the stockholder in such item of business; and (vi) all
other information that would be required to be filed with the Commission if,
with respect to the business proposed to be brought before the meeting, the
person proposing such business was a participant in a solicitation subject to
Section 14 of the Exchange Act or any successor thereto. No business
shall be brought before any meeting of stockholders of the Corporation
otherwise than as provided in this Section 8. The Board of Directors
may require a proposed nominee for Director to furnish such other information
as may be required to be set forth in a stockholder’s notice of nomination
which pertains to the nominee or which may be reasonably required to determine
the eligibility of such proposed nominee to serve as a Director of the
Corporation. The Chairman of the meeting may, if the facts warrant,
determine that a nomination or stockholder proposal was not made in accordance
with the foregoing procedure, and if he or she should so determine, he or she
shall so declare to the meeting and the defective nomination or proposal shall
be disregarded.

Section 9.The annual meeting of stockholders of the
Corporation for the election of Directors and the transaction of such other
business as may be brought before the meeting in accordance with this Amended
and Restated Certificate of Incorporation shall be held on the date and the
time fixed from time to time by the Board of Directors by a resolution adopted
by the Board of Directors. Except as provided below in this ARTICLE
V, special meetings of stockholders may be called only at the direction of the
Chairman, the Chief Executive Officer, the President or the record holders of
at least 35% of the voting power of the outstanding Capital Stock of the
Corporation. Annual and special meetings of stockholders shall not
be called or held otherwise than as herein provided.

Section 10.Except as otherwise provided by law or by
ARTICLE VII of this Amended and Restated Certificate of Incorporation, at any
meeting of stockholders of the Corporation the presence in person or by proxy
of the holders of a majority in voting power of the outstanding Capital Stock
of the Corporation entitled to vote shall constitute a quorum for the
transaction of business brought before the meeting in accordance with this
Amended and Restated Certificate of Incorporation and, a quorum being present,
the affirmative vote of the holders of a majority in voting power present in
person or represented by proxy and entitled to vote shall be required to effect
action by stockholders, provided, however, except as otherwise provided in
Section 5 of ARTICLE V (relating to vacancies), each director shall be elected
by the vote of the majority of the votes cast with respect to that director’s
election at any meeting for the election of directors at which a quorum is
present, provided that if the number of nominees exceeds the number of
directors to be elected at such meeting (a “Contested Election”), the directors
shall be elected by the vote of a plurality of the votes cast. For
purposes of this Section 10, a majority of votes cast shall mean that the
number of votes cast “for” a director’s election exceeds the number of votes
cast “against” that director’s election (with “abstentions” not counted as a
vote cast either “for” or “against” that director’s election).

Section 11.At each meeting of the stockholders, one of the
following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:

5

(a)the Chairman;

(b)the Chief Executive Officer;

(c)the President; or

(d)any director, officer or stockholder of the Corporation designated-by
the Chairman, or if such officer has not done so, then by the Chief Executive
Officer, or if such officer has not done so, then by the President, or if such
officer has not done so, by a resolution adopted by the Board of Directors.

Section 12.Any holder of shares of Preferred Stock may
exercise the special voting rights, if any, of such shares to elect Directors
upon the occurrence of certain events specified in this Amended and Restated
Certificate of Incorporation or in the resolution or resolutions adopted by a
majority of the Board of Directors then in office providing for the issue of
such shares of Preferred Stock, in any manner now or hereafter permitted by
this Amended and Restated Certificate of Incorporation, such resolution or
resolutions or applicable law.

Section 13.The exercise by the Board of Directors of the
powers conferred in this ARTICLE V shall at all times be subject to any
statutory or other limitations upon such powers provided by the laws of the
State of Delaware.

Section 14.The Corporation may in its By-Laws confer powers
upon its Board of Directors in addition to the foregoing, and in addition to
the powers and authorities expressly conferred upon it by statute.

ARTICLE
VI

Director Liability

A Director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a Director,
except for liability: (i) for any breach
of the Director’s duty of loyalty to the Corporation or its stockholders; (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) under Section 174 of the G.C.L.; or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the G.C.L. is amended to authorize corporate action
further eliminating or limiting the personal liability of Directors, then the
liability of a Director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the G.C.L., as so amended. The
provisions of this ARTICLE VI are not intended to, and shall not, limit,
supersede or modify any other defense available to a Director under applicable
law. Any repeal or modification of this ARTICLE VI by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing immediately prior to the
time of such repeal or modification.

ARTICLE
VII

Amendments to the Amended and Restated Certificate of Incorporation

and the Amended and Restated By-Laws

Section 1.The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Amended and Restated
Certificate of Incorporation in the manner now or hereafter prescribed by
statute, and all rights conferred on stockholders herein are granted subject to
this reservation. Notwithstanding the preceding sentence, the
affirmative vote of stockholders holding 66-2/3% of the outstanding shares of
Capital Stock then entitled to vote on such issue shall be required in order to
amend any provision of, or to adopt any provision which is inconsistent with,
Sections 2, 4, 5, 6, 7, 8 or 9 of Article V, Article VI or this Article VII.

Section 2.Any provision of the Amended and Restated
By-Laws of the Corporation may be amended in a manner which is not inconsistent
with the G.C.L. or any provision of this Amended and Restated

6

Certificate of
Incorporation by: (i) the affirmative vote
of stockholders holding not less than 66-2/3% of the outstanding shares of
Capital Stock then entitled to vote on such issue; or (ii) the affirmative vote
of not less than a majority of the Board of Directors then in office.

FIFTH: In
accordance with the provisions of Section 103(d) of the G.C.L., the Amended and
Restated Certificate of Incorporation set forth above shall become effective
upon its filing date.

IN WITNESS WHEREOF, the
Chairman of the Corporation has executed this Amended and Restated Certificate
of Incorporation, under its seal, this 10thday of June, 2010.